All quotations are made and all orders are accepted subject to the following Terms and Conditions which form part of and govern the contract of sale.
Except where otherwise agreed in writing and signed by a Director of the Company these Terms shall override any terms or conditions stipulated incorporated or referred to by the Buyer at any time.
Each dispatch of any Goods by the Company shall constitute acceptance by the Company of the offer by the Buyer to purchase the Goods dispatched and shall be regarded as a separate contract.
Each paragraph or sub-paragraph of this condition is separate, severable and distinct. Headings and paragraph numbers are for the convenience of the reader and do not form part of these Terms.
All references to the male gender include the female and vice versa.
All references to the singular include the plural and vice versa.
The Company – Biodeg Chemical Co Ltd, registered in England No. 2414239 trading as Biodeg.
Terms – these Terms and Conditions of Sale.
Goods – materials or items supplied by the Company to the Buyer.
Services – work carried out by the Company on behalf of the Buyer.
Buyer – the person, firm or body corporate that the Company is supplying Goods or Services to.
Contract – any agreement written electronic or verbal between the Company and the Buyer
1.a) All quotations are made and orders accepted subject to the availability of raw materials plant equipment and manpower.
2.c) Where methods of test or measurement used by the Company and the Buyer vary the methods used by the Company shall be agreed to be correct.
2.d) The Company shall only be obliged to carry out tests which are specified in the contract, and reasonable tolerances shall be accepted by the Buyer who shall not be entitled to reject any Goods on the ground that they are not precisely as specified.
2.e) Any additional testing which the Company expressly agrees to carry out for the Buyer shall be charged extra to the Buyer and shall be undertaken subject to these conditions.
3.a) If the condition of the Goods or services is such as might or would (subject to these conditions) entitle the Buyer to claim damages, to repudiate the Contract or to reject the Goods or services the Buyer must first ask the Company to repair the Goods or supply satisfactory substitute Goods or services and the Company shall then be entitled at its option to repair or supply satisfactory substitute Goods or services free of cost and within a reasonable time or to repay the price of the Goods or services in respect of which the complaint is made.
3.b) If the Company does so repair or supply satisfactory substitute Goods or services or effect repayment under the above condition, the Buyer shall be bound to accept such repaired or substituted Goods or services or repayment and the Company shall be under no further liability in respect of any loss or damage of whatever nature arising in relation to those Goods or services.
3.c) Nothing contained in these Conditions shall limit or restrict the Company’s liability for death or personal injury caused as a result of the Company’s negligence, nor does the Company limit or restrict its liability for fraudulent misrepresentation under the Misrepresentation Act 1967.
3.d) The Company accepts no liability whatever for any losses, costs or other claims caused where the Buyer uses its own containers or caused as a result of the Buyer’s failure to use the Company’s containers or other packaging for any purpose other than the safe receipt and storage of the Goods.
3.e) Where the Company delivers the Goods to the Buyer, the Company ensures that all packaging in the form of pallets, crates, drums, boxes, carboys etc are suitable to protect the Goods from damage during delivery. The Company can accept no liability for any loss or damage caused where such packaging is used for the further transportation of the Goods or other unconnected Goods and the Buyer must satisfy himself that the Goods are safely packaged for such transportation.
3.f) The Company makes no claim as to the fitness of packaging for re-use and accepts no liability whatever for any losses, costs or other claims caused where the Buyer refills packaging previously supplied by the Company.
3.g) Where the Company supplies Goods and containers/packaging to the Buyer “ex works”, the point of delivery will be the delivery vehicle’s side at the point of loading.
3.h) Where the Company delivers Goods and containers/packaging to the Buyer’s address, the point of delivery will be the delivery vehicle side at the Buyer’s address and the Company accepts no liability whatever for any losses, costs or other claims in connection with the transfer of the Goods and containers/ packaging from the vehicle side.
3.i) Where the Buyer receives Goods via a bulk or semi-bulk delivery system, it is the Buyer’s responsibility to ensure that all operating instructions and health and safety procedures are followed at the point of delivery and the Company accepts no responsibility for any claims, losses, costs or damage caused at and from the point of transfer to the Buyer’s installation.
3.j) Where the Buyer collects the Goods from the Company, although the Company may inspect any collection vehicle used by the Buyer, the Company shall not be responsible for any losses caused or claims made to the Buyer as a result of the lack of suitability or appropriateness of the vehicle or vehicle driver in any respect whatsoever. The Buyer is fully responsible for ensuring that such vehicle and driver comply fully with all current legislation and shall hold the Company Harmless against any claim or legal action caused by the Buyer’s failure to meet such legislation.
3.k) Except where the Company has specifically confirmed in writing to the Buyer that the Goods are suitable to be mixed with any other Goods, the Company accepts no liability for admixture of the Goods with any other Goods and it shall be the Buyer’s sole and entire responsibility to ensure that the products concerned and the containers to be used are entirely suitable for such admixture and/or for transfer of such.
3.l) For the avoidance of doubt, under no circumstances whatever shall the Company be liable for losses special to the particular circumstances of the Buyer, indirect or consequential losses including loss of profits, damage to property or wasted expenditure. Further, the Company’s liability shall not exceed the contract price of the Goods or services. The price of the Goods or Services supplied by the Company is based on the assumption that the liability of the Company is as set out herein.
3.m) The Buyer’s remedies in respect of any claim in relation to the Goods howsoever arising (whether or not involving negligence on the part of the Company) shall in all cases be limited to rectification of the Goods or the return thereof or an allowance of the purchase price as aforesaid and the Company shall not in any circumstances be liable for any damages, compensation, costs, expenses, losses or other liabilities, whether direct or consequential and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by any rule of law.
4) Trade Marks etc
4.a) All trade marks, registered or unregistered (including colour schemes), design rights, copyrights, confidential information know-how and other intellectual property rights of any nature (Intellectual Property) in all Goods or services supplied by the Company shall not be used without the written permission of the Intellectual Property owner. The Company reserves the right at any time to require the Buyer forthwith to discontinue the use in any manner whatsoever any such trade marks or other Intellectual Property.
5.a) Where the Goods are the property of the Company the risk in the Goods shall remain with the Company until delivery by the Company or collection of the Goods by the Buyer or payment for the Goods by the Buyer, whichever is the earlier, at which time the risk in the Goods shall be transferred to the Buyer.
5.b) Where the Goods are not the property of the Company the risk in the Goods shall remain with the owner of the Goods at all times.
6.a) The Buyer is totally responsible at all times for arranging their own insurance to the value and against the risks of their choice for all products stored, handled or held by the Company.
6.b) Except where specifically agreed in writing the Company will not insure Goods or accept any risk in Goods held on behalf of other parties.
6.c) Where the Company agrees to arrange insurance cover on behalf of the Buyer this cover is limited to the amount and against the risks agreed in writing by the Company.
7) Reservation of Title
7.a) Ownership of Goods (including packaging) delivered under this contract shall remain with the Company until payment in full has been made to the Company for all monies owing in respect of all Goods and services supplied to the Buyer by the Company whether under this or any other Contract or account.
7.b) If any payment is overdue, whether under this or any other Contract between the Company and the Buyer, or the Buyer enters or threatens to enter any insolvency arrangement or procedure (including, but not limited to administrative receivership or liquidation), the Company may, without prejudice to any of its other rights or privileges, recover or recall any or all of the Goods which the Company retains title to by virtue of these Terms and may whether by itself or by agents duly appointed enter upon the Buyer’s premises for that purpose.
7.c) Notwithstanding that title to the Goods has not passed to the Buyer, the Company shall be entitled to maintain an action for the price of the Goods or services supplied to the Buyer by the Company whether under this or any other Contract or account.
7.d) Until the time of full payment the Buyer is entitled to use the Goods in the normal course of its business or to sell the Goods to third parties in the normal course of its business. The Company shall have the right to trace the proceeds of the sale according to the principles in. Hallett’s Estate (1880) 13 CH D 698.
7.e) The Buyer’s right to use the Goods or to resell them prior to full payment may be terminated forthwith by written notice given by the Company to the Buyer and shall automatically terminate with or without such notice on the appointment of any receiver or liquidator of the Buyer.
8) Ex-Stock Goods
8.a) Ex-stock Goods are offered subject to the same not having been sold elsewhere prior to receipt of unqualified acceptance of the Company’s quotation.
9.a) The Contract is between the Company and the Buyer as principal and is not assignable without the written consent of the Company signed by a Director of the Company.
10.a) The Company shall be entitled forthwith to terminate any Contract between it and the Buyer by written notice if the Buyer fails to pay any invoice in accordance with these conditions, where the control of the Buyer changes during the period of the Contract or where the Buyer commits any continuing or material breach of these conditions of sale or makes any composition with its creditors or suffers any distress or execution to be levied upon its assets or is wound up either compulsorily or voluntarily or suffers a receiver of any of its assets to be appointed or otherwise ceases or threatens to cease to carry on business.
11) Force Majeure
11.a) The Company shall have the right to cancel or delay performance of the services or deliveries of the Goods if it is prevented from or hindered in or delayed in manufacturing or delivering the Goods or services or any part thereof through any circumstances beyond its reasonable control, including but not limited to war, riot, government requisitions of any kind, suspension or loss of means of transport, strikes, lock outs, labour disputes, fire, explosion, flood, accident, failure of any third party to supply the Company, breakdown of machinery or anything directly or indirectly interfering with the raw materials or the manufacture, supply, shipment, arrival or delivery of the Goods.
11.b) During any such period of cancellation, the Buyer shall have the right to purchase elsewhere at his own risk and cost such quantities of the Goods or services as may be necessary.
12) Cancellation of Orders
12.a) Where the buyer cancels an order, the Company shall be entitled to charge to the Buyer the entire amount of the relevant invoice (without any obligation to prove damages), plus any additional expenses that may be incurred by the Company as a result of the cancellation, such as transportation, storage or destruction costs in relation to the Goods ordered.
13) Delivery and Completion Dates
13.a) The delivery or performance dates specified in the contract are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.
13.b) The Company will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to act of God, fire, inclement or exceptional weather conditions, industrial action (whether at the Company’s premises or elsewhere) hostilities, breakdowns, shortage of labour, materials, power or other supplies, late delivery or performance or non-delivery or non-performance by suppliers or sub-contractors, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond the Company’s control or of an unexpected or exceptional nature.
13.c) No delay shall entitle the Buyer to reject any delivery or services or any further installment or part of the order or any other order from the Buyer or to repudiate the contract or the order.
14) Additions to Agreed Price
14.a) There shall be added to the invoice price any value added tax and other tax or duty relating to the manufacture, transportation, export, import, sale or delivery of the Goods or performance of the services (whether initially charged on or payable by the Company or the Buyer).
14.b) Where the costs of supply applicable to the Company increase during the lifetime of a contract the Company shall have the right to pass on these increased costs to the Buyer.
15) Information Supplied by the Buyer
15.a) The Company is entitled to assume that all drawings, descriptions, specifications and other information supplied by the Buyer to the Company, whether written, electronic or verbal, is in all respects complete, accurate and entirely suitable for the Buyers requirements.
15.b) Unless otherwise expressly agreed, the Company shall have no responsibility for the performance, suitability or durability of any Goods or any materials or workmanship comprised therein to the extent that the same is manufactured in accordance with the Buyer’s designs, drawings, standards or specification.
16) CONFIDENTIALITY: PATENTS ETC
16.a) Any drawings specifications or other technical information supplied to the Buyer by the Company in connection with the contract are provided on the express understanding that the Buyer will not give, loan, exhibit or sell such drawings, specifications or technical information to any third party and that the Buyer will not use them in any way except in connection with the Goods or services provided hereunder. The copyright in all documents provided by the Company will remain vested in the Company.
16.b) The Buyer shall indemnify the Company against all actions, costs, (including the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any patent, registered design, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by the Company with the Buyers specific requirements, designs or specifications.
16.c) The Company shall indemnify the Buyer against all actions, costs (including the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any patent, registered design, copyright, trade mark or other industrial or intellectual property rights resulting from use or sale by the Buyer of any Goods designed by the Company, except where paragraph (b) of this condition applies.
17) LOSS OR DAMAGE IN TRANSIT
17.a) The risk in the Goods passes to the Buyer at the point of delivery and the Company accepts no responsibility for any damage, shortage or loss in transit after delivery has been made.
17.b) Claims for any damage, shortage or loss in transit should be made on the carrier, and any conditions imposed by the carrier in relation to claims for damage shortage or loss in transit should be complied with.
17.c) All Goods must be examined by the Buyer at the time of delivery and signed for. Any loss or damage must be confirmed in writing by the Buyer to the carrier at the time of delivery and a copy given to the carrier.
17.d) Damage or shortage must be confirmed in writing by the Buyer to the Company within three working days of delivery. All Goods claimed as faulty or damaged (including packaging) must be retained for inspection by the carrier and the Company.
17.e) The Company shall not be liable for any loss, loss of profit, damage or expense whatsoever arising either directly or indirectly out of any loss or damage to any Goods in transit.
18.a) The Company reserves the right to sub-contract the whole or any part of the contract.
19) APPLICABLE LAW
19.a) The contract shall in all respects be governed by and construed in accordance with English law and the Buyer hereby submits to the non-exclusive jurisdiction of the English Courts.
19.b) The Company shall not in any circumstances be liable for any damages, compensation, costs, expenses, losses or other liabilities, whether direct or consequential, and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by any rule of law.
19.c) Any dispute (other than a dispute involving the non payment by the Buyer of money claimed by the Company to be due to the Company) arising out of or in connection with this contract shall be referred to arbitration in London in accordance with the rules of arbitration and the bye laws of the British Chemical and Dyestuffs Traders Association for the time being in force. Such reference shall be deemed to be under the Arbitration Act 1950 or any statutory modification or re-enactment thereof.
19.d) The Buyer agrees that a dispute involving the non payment by the Buyer of money claimed by the Company to be due to the Company shall not be referred to arbitration.
20) Use of Buyer’s Materials
20.a) The supply of Goods or Services involving the use of Buyer’s materials or services are undertaken by the Company on the express understanding that the Company cannot be responsible for any imperfection, distortion, faults or defects which exist, appears or develops which is caused by or contributed to by the Buyer’s Goods or materials howsoever arising even if resulting from any fault, negligence or mistake of the Company.
20.b) The Company gives no guarantee or warranty of any kind on the Buyers Goods or materials or other services but subject to the availability of capacity and facilities, it will endeavor to correct any such distortions, faults or defects or carry out other requisite remedial work or services at the Buyer’s expense and risk.
20.c) The Company shall not in any circumstances be liable for any damages, compensation, costs, expenses, losses or other liabilities whether direct or consequential and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by law.
21.a) The Company reserves the right, at any time, to withhold credit facilities from or to limit the amount or period of credit it will grant to Buyer without prior notice.